ShiftGate Automotive Auctions Inc.
Updated as of June 16, 2021
This website is operated by, and is the property of, ShiftGate Automotive Auctions Inc. (“ShiftGate”, “we”, “our”, and “us”). You agree to the following Terms of Use (“Terms of Use”), in their entirety, when you: (a) access or use this website (www.shiftgate.com) and other websites that we manage or own, together with all of its services and tools (individually, the “Website” and collectively the “Websites“), (b) register as a user (“User”) of the Website, which provides you with access to the Website’s products, services and various interactive features, (c) access or use any software applications made available by us for use on or through computer and mobile devices (the “App(s)”), and (d) access or use any other digital communications or content that we may publish, including advertisements that we may place on third party websites such as social media pages (collectively, the “Services”).
1. Services
ShiftGate provides Services that create a fast and efficient marketplace between parties selling their motor vehicles and motor vehicle accessories (“Sellers”) and parties interested in purchasing those motor vehicles and motor vehicle accessories (“Bidders”) by way of online auctions. We are not a party to the contract of sale between the Bidder and the Seller. ShiftGate emphasizes that we are only a marketplace for Sellers and Bidders and do not take title to the vehicles or motor vehicle accessories bought or sold through our Services. ShiftGate is only responsible for providing a marketplace for Sellers and Bidders to meet where Sellers list their motor vehicles and motor vehicle accessories (“Auctioned Vehicles”) and Bidders bid on them in an auction.
Sellers acknowledge and agree that they may not remove an Auctioned Vehicle made available for auction on the Services before the end of such auction and that such activity may result in Shiftgate limiting or suspending their access to the Services or cancellation of their Account. Sellers may not list or make available such Auctioned Vehicles on any other auction, dealership, listing service, or publication.
Bidders acknowledge and agree that if they are the winning bidder in an auction through the Services, their bid is binding and the Bidder is responsible for all applicable government fees and taxes for the Auctioned Vehicle purchased through such a bid.
ShiftGate does not control the actions of the Sellers and Bidders who use our Services and that the Seller are not our employees. We make no representation, warranty or guarantee as to the accuracy or completeness of any information about any Bidder, Seller, or any Auctioned Vehicle including but not limited to description, title, history, and odometer reading. It is the sole responsibility of Sellers to provide accurate and up-to-date information about Auctioned Vehicles. We make no representation, warranty or guarantee as to the quality or safety of Auctioned Vehicles. It is the responsibility of Bidders to make their own assessments that an Auctioned Vehicle is suitable.
SHIFTGATE DOES NOT DIRECTLY OFFER THE AUCTIONED VEHICLES. YOU HEREBY ACKNOWLEDGE THAT SHIFTGATE DOES NOT SUPERVISE, DIRECT, CONTROL OR MONITOR THE SELLER VEHICLES AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY AND LIABILITY FOR THE SELLER VEHICLES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OR CONDITION OF QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH ANY LAW, REGULATION, OR CODE.
2. Modification
To the extent permissible by applicable law, we may amend these Terms of Use from time to time at our sole discretion, without specific notice to you; provided, however, that: (a) any amendment or modification to the arbitration provisions, prohibition on class action provisions or any other provisions applicable to dispute resolution (collectively, “Dispute Resolution Provisions”) shall not apply to any disputes incurred prior to the applicable amendment or modification; and (b) any amendment or modification to pricing and/or billing provisions (“Billing Provisions”) shall not apply to any charges incurred prior to the applicable amendment or modification. The latest Terms of Use will be posted on the Website, and you should review these Terms of Use prior to using the Website, and/or Service By your continued use of the Website, and/or Services, you hereby agree to comply with, and be bound by, all of the terms and conditions contained within these Terms of Use effective at that time (other than with respect to disputes arising prior to the amendment or modification of the Dispute Resolution Provisions, or charges incurred prior to the amendment or modification of the Billing Provisions, which shall be governed by the Dispute Resolution Provisions and/or Billing Provisions then in effect at the time of the subject dispute or incurred charges, as applicable). Therefore, you should regularly check these Terms of Use for updates and/or changes.
3. Responsibility for Content
Any information and all content displayed and made available through our Services, including but not limited to Auction Information (defined below in Section 8), text, graphics, photos, images, data, and articles (collectively, the “Content”) is the sole responsibility of the person from whom such Content originated.
Your access to all such information and Content is at your own risk. We assume no liability for any errors or omissions in the information or Content nor do we accept liability for any damage or loss that may arise from your use or access to it. We also cannot guarantee the accuracy of information concerning and provided by our users with whom you may or may not interact with while using our Services. You therefore agree to release us from any and all liability for you having accessed or not accessed Content through the Services.
The Services may contain links or connections to third party websites or other services that are not owned or controlled by ShiftGate. When you access third party websites or use third party services, you assume the full risk of doing so. We have no control over and assume no responsibility for the content, accuracy, privacy policies, practices, or opinions expressed on any third party website or by any third party you interact with through the Services. By using the Services, you agree to release and hold ShiftGate harmless for any and all liability arising from your use of any third party website or service.
In the event that you have a dispute with one or more other users or any third party in connection with the use of our Services, you hereby accept that ShiftGate is under no obligation to become a party to the dispute and you release ShiftGate, its directors, officers, employees, agents, contractors, and successors from all claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.
4. Registration
In order to obtain access to the Services, you must first submit the applicable registration form to ShiftGate for review and approval. ShiftGate reserves the right, in its sole discretion, to deny access to the Services to anyone at any time and for any reason, whatsoever. You are not required to pay any fee for registration. The registration data that you must supply on the Website in order to register for an Services may include, without limitation, some or all of the following: (a) your full name; (b) e-mail address; (c) screen name; (d) password; (e) mailing address, and (f) any other information requested on the applicable form (collectively, “Registration Data”).
No user of this Website will ever be able to gain access to your personal information. ShiftGate will not share any personal information and your contact information will only be used for Shiftgate communications and Shiftgate notifications. Please refer to our Privacy Policy for further information.
You agree to provide true, accurate, current and complete Registration Data and to update your Registration Data as necessary in order to maintain it in an up to date and accurate fashion. Shiftgate will verify and approve all registrants in accordance with its standard verification procedures. During registration, you will be asked to provide a user name and password to use as your account log-in identification, where applicable (“Log-In”). If the Log-In that you request is not available, you will be asked to supply another Log-In. If Shiftgate approves your User application, ShiftGate will set up your Account. You can change the user name and/or password that you selected during registration at any time through your Account settings. You are responsible for maintaining the confidentiality of your Account and Log-In, and for restricting access to your computer, and you agree to accept responsibility for all activities that occur through use of your Account and Log-In.
5. Website Communication
ShiftGate reserves the right to delete or remove comments or messages communicated between Users on the Website, and to suspend or terminate Accounts that do not conform to the following guidelines (the “Guidelines”) at the discretion of the ShiftGate page administrators. The Guidelines include but are not limited to the following: the use of advertising, profanity and/or any abusive, threatening, defamatory, racist, obscene or patently false statements are prohibited. The Website is not a gambling website and, accordingly, any comments, messages or communication relating to gambling, betting, wagering or the facilitation thereof are strictly prohibited. Any comments used on the Website may not contain spam. Comments of disagreement should be respectful of others’ opinions. Where applicable, commenters must disclose conflicts of interest. Comments may not contain links to content that is in violation of the above.
All content which you upload, post or share to the Website or in connection with your access or use of any Service (including photographs, text, images, comments or other items) will be accessible by third parties. By uploading, posting or sharing this content, you hereby grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit your content for any purpose in our sole discretion, whether commercial, promotional or otherwise. This may include your name and likeness if such items are incorporated as part of the subject content. You will remain the sole and exclusive owner of any content which you post, upload or share through the Website or in connection with the Services.
6. Fees
Registration for the use of our Services and the setting up of an account is free. However, certain aspects of our Services may require that you pay a fee to us (the “Paid Service(s)”). If the Service you wish to use is a Paid Service, you will be able to review and accept that charge before using that service. By using the Paid Services you agree to the fee terms as set out in this Section below.
Our fees are NON-REFUNDABLE, and you are responsible for paying them when they become due. If you do not, we may limit your ability to use the Services.
Taxes associated with our Services will be collected when applicable. You agree to provide accurate address information necessary for ShiftGate to comply with its obligations under applicable law. To the extent that such information is not provided, we will in our discretion determine and collect appropriate taxes. You are solely responsible to collect, remit, and report any applicable taxes resulting from any sale you make through our Services.
The fee terms set out below are subject to future amendments, which may be made from time to time. We further reserve the right to change certain aspects, features, or all of the Services. If changes are made to the Services and any of the Services you are using at that time begin carrying a fee, we will notify you. If you thereafter wish to continue using such services, you must pay all applicable fees.
Canadian Seller: $99 CAD Regular Listing / $349 CAD Supercharged Listing
US Seller: $99 USD Regular Listing / $349 USD Supercharged Listing
Buyers’ Fee: 5% of Auctioned Vehicle purchase price up to a maximum of $5,000, payable by the successful Bidder, in the currency of the listing of the Auctioned Vehicle
If you are the winning bidder for an Auctioned Vehicle listed on the Services, you shall pay the foregoing “Buyer’s Premium” equal to a percentage of the winning bid amount listed on the Website for that particular Auctioned Vehicle. When you place a bid on an Auctioned Vehicle, we will place a hold on your credit card in the amount equal to the Buyer’s Premium. At the completion of the auction, we will remove all such holds – except the hold on the winning Bidder’s credit card. The winning Bidder’s credit card will be charged as payment of the Buyer’s Premium immediately at the close of the auction.
7. Communication with Us
ShiftGate may communicate with you by sending communications to the email address you provide when setting up your account. We may communicate with you to: (i) notify you regarding your account; (ii) troubleshoot problems with your account; (iii) resolve a dispute; (iv) poll your opinions through surveys or questionnaires; or (vi) as otherwise necessary to service your account or enforce these Terms, applicable law, or any other agreement we may have with you.
8. Acceptable Usage of Our Services
You may access and use our Services solely to list Auctioned Vehicles for sale, conduct or participate in auctions and view Auctioned Vehicles for your potential bidding and purchase.
Anything you post, upload, share, store, or otherwise provide through the Services is your “Auction Information”. Some Auction Information may be viewable by other users. You are solely responsible for all Auction Information you contribute to the Services. You represent that all Auction Information submitted by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations.
If you share links to your Auctioned Vehicles or those of another Seller on another website or platform, you acknowledge that your posting of such content (including linking to our Services) is subject to all applicable international, federal, provincial, state, and local laws and regulations, as well as the terms and conditions of the website or platform to which you shared such content. You agree not to post, share or transmit any link to the Services in any way that violates such laws, regulations, terms and conditions.
9. Offers and Promotions
ShiftGate may, in ShiftGate’s sole discretion, create offers and promotions related to the Services, subject to any additional terms that ShiftGate establishes on a per promotion basis (“Offers”). Offers may not be duplicated, sold or transferred in any manner and there is no cash value. Offers cannot be combined with other Offers. ShiftGate reserves the right to void, cancel, suspend, postpone or amend Offers at any time in its sole discretion.
10. Prohibited Uses of Our Services
As part of our Services, we may provide access to data, information, and content relating to Auctioned Vehicles available for auction. You represent, warrant, and agree that you will not contribute any Content or Auction Information or otherwise use the Services in a manner that:
- Violates any law or regulation;
- Infringes or violates the intellectual property rights of anyone else, including Shiftgate;
- Infringes or violates the security of any computer network;
- Threatens the security of any User’s account, including but not limited to any attempts to obtain the password or any other security information from any other user;
- Is harmful, dangerous, deceptive, fraudulent, threatening, harassing, defamatory, obscene, or otherwise objectionable (including, without limitation, by creating multiple accounts for purposes of cheating or distorting the bidding system);
- Imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
- Operates any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of them;
- Probes, scans, or tests for vulnerabilities of our Services or any other websites or networks connected to them;
- modifies, adapts, or reverse engineers any aspect of our Services, including without limitation, all Content and Auction Information;
- Removes any indications of ownership from any Content or Auction Information which came from our Services, or claim it as your own or as that of any other entity or individual;
- Willfully corrupts any Content or Auction Information available through our Services;
- Knowingly or recklessly transmits or distributes a virus into our network and computer systems; or
- Assists, encourages, or permits any other person to do any of the acts described above.
Any violation of the forgoing in this Section shall constitute sufficient grounds for terminating your right to use or access of the Services.
11. Disclaimers
The Services and/or the Website contain comments, opinions, advice, statements, offers, products, services, requests, solicitations and other information that is provided directly by Bidders, Sellers and/or other third parties, as applicable, and not Shiftgate. Such comments, opinions, advice, statements, offers, products, services, requests, solicitations and/or other information should not necessarily be relied upon. Those other third parties are solely responsible for the accuracy, completeness, appropriateness or usefulness of such materials. Shiftgate does not represent or warrant that the content, feedback, comments, opinions, advice, statements, offers, products, services, requests, solicitations and/or other information made available by and through the Services and/or the Website is/are accurate, complete or appropriate. You may find certain information, products and/or services as posted by third parties to be offensive, harmful, inaccurate and/or deceptive. Please use caution, common sense and safety when using the Services and/or the Website.
You understand and agree that ShiftGate will not be responsible for, and ShiftGate undertakes no responsibility to monitor, or otherwise police, such comments, opinions, advice, statements, offers, products, services, requests, solicitations and/or other information. To the extent permissible by applicable law, you agree that ShiftGate shall have no obligation and incur no liability to you in connection with any such comments, opinions, products, services, requests, solicitations and/or other information made available by and through the Services and/or the Website by third parties.
You are solely responsible for your interactions with other Website-users, including Bidders and Sellers. Because we are not involved in Website-user interactions, in the event that you have a dispute with one or more third parties, to the extent permissible by applicable law, you hereby release Shiftgate including, but not limited to, its officers, directors, members, shareholders, agents, contractors, subsidiaries and employees, from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of, or in any way connected with, such disputes. ShiftGate reserves the right, but has no obligation, to monitor disputes between you and other parties.
To the extent permissible by applicable law, you further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver.
12. Cancellation of Account.
You may cancel your Account at any time if you are not completely satisfied.You understand and agree that cancellation of your Account is your sole right and remedy with respect to any dispute with Shiftgate. Upon any termination and/or cancellation of your Account, your license grant, as set forth in Section 12 shall immediately terminate. You shall not receive any refund for fees previously paid up to the date of cancellation or termination. Notwithstanding the foregoing, you expressly acknowledge and agree that you may not cancel your Account and thereby cause an Auctioned Vehicle made available for auction on the Website to be removed before the end of its subject
13. License Grant
As a user of the Website, you are granted a non-exclusive, non-transferable, revocable and limited license to access and use the Website, Services and all other material, products and/or services posted or made available by and through same (collectively, “ShiftGate Material”) in accordance with these Terms of Use. ShiftGate may terminate this license at any time for any reason. Unless otherwise expressly authorized by ShiftGate, you may only use the Shiftgate Material for your own personal, non-commercial use. No part of the ShiftGate Material may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. You may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the ShiftGate Material and/or any portion thereof. You may not create any “derivative works” by altering any aspect of the ShiftGate Material. You may not use the ShiftGate Material in conjunction with any other third-party content (e.g., to provide sound for a film). You may not exploit any aspect of the ShiftGate Material for any commercial purposes not expressly permitted by ShiftGate (including the bundled sale of such Shiftgate Material). Systematic retrieval of ShiftGate Material by automated means or any other form of scraping or data extraction in order to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from ShiftGate is strictly prohibited. You further agree to indemnify and hold harmless ShiftGate for your failure to comply with this Section 12. ShiftGate reserves any rights not explicitly granted in these Terms of Use.
14. Proprietary Rights
All ShiftGate Material is owned or licensed by or to ShiftGate, and is protected under applicable copyrights, trademarks and other proprietary (including, but not limited to, intellectual property) rights. Except as expressly provided in these Terms of Use, no part of the ShiftGate Material may be reproduced, recorded, retransmitted, sold, rented, broadcast, distributed, published, uploaded, posted, publicly displayed, altered to make new works, performed, digitized, compiled, translated or transmitted in any way to any other computer, website or other medium or for any commercial purpose, without ShiftGate’s prior express written consent. Except as expressly provided herein, you are not granted any rights or license to patents, copyrights, trade secrets, rights of publicity or trademarks with respect to any of the ShiftGate The posting of information or material at the Website by ShiftGate does not constitute a waiver of any right in or to such information and/or materials. Shiftgate reserves all rights not expressly granted hereunder. The “ShiftGate” name and logo are trademarks of ShiftGate Inc. All custom graphics, icons and service names are trademarks of their rightful owners. All other trademarks are the property of their respective owners. The use of any ShiftGate trademark without ShiftGate’s express written consent is strictly prohibited.
15. Indemnification
To the fullest extent permissible by applicable law, you agree to indemnify and hold ShiftGate, its parents and subsidiaries, and each of their respective members, officers, directors, employees, agents, contractors, co-branders, content licensors, other partners and/or individuals engaged in the development, production or distribution of materials for the Website or engaged in the administration or execution of any Service, harmless from and against any and all claims, expenses (including reasonable legal fees), damages, suits, costs, demands and/or judgments whatsoever, made by any third party due to or arising out of: (a) your use of the Website and/or Services in any way, whatsoever; (b) your breach of these Terms of Use; (c) any dispute between you and any Users and/or other third parties; (d) any claim that ShiftGate owes any taxes in connection with your use of the Website, and/or Services; and/or (e) your violation of any rights of another individual and/or entity. The provisions of this Section 14 are for the benefit of ShiftGate, its parents, subsidiaries and/or affiliates, and each of their respective officers, directors, employees, agents, contractors, shareholders and licensors. To the fullest extent permissible by applicable law, each of these individuals and entities shall have the right to assert and enforce these provisions directly against you on its own behalf.
16. Disclaimer of Warranties
THE WEBSITE, SERVICES, AUCTIONS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED IN CONNECTION WITH THE FOREGOING, ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, SHIFTGATE MAKES NO WARRANTY THAT THE WEBSITE, SERVICES, AUCTIONS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED IN CONNECTION WITH THE FOREGOING: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED; (C) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (D) WILL HAVE SECURITY METHODS EMPLOYED THAT WILL BE SUFFICIENT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF SAME, OR AGAINST INFRINGEMENT; AND/OR (E) WILL BE ACCURATE OR RELIABLE. THE WEBSITE, SERVICES, AUCTIONS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED IN CONNECTION WITH THE FOREGOING MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. SHIFTGATE WILL NOT BE LIABLE FOR THE AVAILABILITY OF THE UNDERLYING INTERNET CONNECTION ASSOCIATED WITH THE SITE, SERVICES AND/OR EVENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SHIFTGATE ANY USERS, MERCHANDISE PROVIDERS OR OTHERWISE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE. SHIFTGATE WILL NOT BE LIABLE FOR ANY INJURY OR DAMAGE TO A USER’S OR ANY OTHER PERSON’S COMPUTER RELATED TO OR RESULTING FROM PARTICIPATING OR DOWNLOADING ANY MATERIAL IN ANY EVENT.
17. Limitation of Liability.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT SHIFTGATE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL AND/OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SHIFTGATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), TO THE FULLEST EXTENT PERMISSIBLE BY LAW FOR: (A) THE USE OR THE INABILITY TO USE THE WEBSITE, SERVICES, AUCTIONS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED IN CONNECTION WITH THE FOREGOING; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, CONTENT AND/OR ANY OTHER PRODUCTS PURCHASED OR OBTAINED FROM OR THROUGH THE WEBSITE; (C) THE UNAUTHORIZED ACCESS TO, OR ALTERATION OF, YOUR REGISTRATION DATA; AND (D) ANY OTHER MATTER RELATING TO THE WEBSITE, SERVICES, AUCTIONS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED IN CONNECTION WITH THE FOREGOING. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, IN THE AGGREGATE INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS AND ANY AND ALL OTHER TORTS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, YOU HEREBY RELEASE SHIFTGATE FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THE LIMITATIONS STATED HEREIN. IF APPLICABLE LAW DOES NOT PERMIT SUCH LIMITATION, THE MAXIMUM LIABILITY OF SHIFTGATE TO YOU UNDER ANY AND ALL CIRCUMSTANCES WILL BE FIVE HUNDRED DOLLARS ($500.00). TO THE FULLEST EXTENT PERMISSIBLE BY LAW, YOU HEREBY RELEASE SHIFTGATE FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THE LIMITATIONS SET FORTH IN THIS SECTION 14. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF YOUR USE OF THE WEBSITE, SERVICES, AUCTIONS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED IN CONNECTION WITH THE FOREGOING MAY BE BROUGHT BY YOU OR SHIFTGATE MORE THAN ONE (1) YEAR FOLLOWING THE EVENT WHICH GAVE RISE TO THE CAUSE OF ACTION. THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE AGREEMENT BETWEEN YOU AND SHIFTGATE. ACCESS TO THE WEBSITE, SERVICES, AUCTIONS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED IN CONNECTION WITH THE FOREGOING WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS.
18. Legal Warning
If you bypass or disable any portion of the Services, Website or associated software including, without limitation, the operation of ShiftGate systems, or you attempt to circumvent or tamper with ShiftGate’s Services or billing methods in any way, you are in violation of these Terms of Use and ShiftGate may suspend or terminate your Account without notice. Termination of your Account will not excuse you from any criminal or other civil liabilities that may result from your actions. ShiftGate does not warrant that a User’s activities or the use of the Website are lawful in any particular jurisdiction and Shiftgate disclaims all such warranties, including any express or implied warranty.
19. Accessing theWebsite and Services
You are responsible for obtaining and maintaining, at your own cost and expense, all input/output devices or equipment (such as modems, terminal equipment, computer equipment and software) and communications services (including, without limitation, long distance or local telephone services) necessary to access the Website and Services and for ensuring that such equipment and services are compatible with ShiftGate’s requirements.
20. Third-Party Websites
The Website and Services may provide links to other internet websites and/or resources including, without limitation, websites owned and/or operated by third parties. Because ShiftGate has no control over such third party websites and/or resources, you hereby acknowledge and agree that ShiftGate is not responsible for the availability or contents of such third party websites and/or associated resources. Furthermore, ShiftGate does not endorse, and is not responsible or liable for, any terms and conditions, privacy policies, content, advertising, services, products and/or other materials available at or from such third party websites or resources, or for any damages and/or losses arising therefrom.
21. User Information
Except where expressly provided otherwise by us in these Terms of Use, and subject to the ShiftGate Privacy Policy, all comments, information, Registration Data and/or materials that you submit through or in association with this Website shall be considered non-confidential. For a copy of the ShiftGate Privacy Policy, please Click Here. By submitting such comments, information, Registration Data or materials to us, you: (a) represent and warrant that ShiftGate’s use of your submission does not and will not breach any agreement, violate any law or infringe upon any third party’s rights; (b) agree that ShiftGate is free to use in any manner all or part of the content of any such communications on an unrestricted basis without the obligation to notify, identify or compensate you or anyone else; and (c) grant ShiftGate all necessary rights, including a waiver of all copyright, trademark, privacy and moral rights, to use all comments, information, Registration Data and/or materials, in whole or in part, or as a derivative work, without any duty by Shiftgate to anyone whatsoever. ShiftGate does not accept unsolicited ideas, works or other materials and you acknowledge that you are responsible for, and bear all risk as to the use or distribution of, any such ideas, works and/or materials.
22. Applicable Law
These Terms of Use shall be treated as though it were executed and performed in Toronto, Ontario and shall be governed by and construed in accordance with the laws of the Province of Ontario (without regard to conflict of law principles).
23. Miscellaneous
Should any part of these Terms of Use be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. These Terms of Use is personal between you and ShiftGate and it governs your use of the Services and Website. To the extent that anything in or associated with the Website is in conflict or inconsistent with these Terms of Use, these Terms of Use shall take precedence. ShiftGate’s failure to enforce any provision of these Terms of Use shall not be deemed a waiver of such provision nor of the right to enforce such provision. The parties do not intend that any agency or partnership relationship be created through operation of these Terms of Use. ShiftGate may assign its rights and obligations under these Terms of Use. These Terms of Use will inure to the benefit of its successors, assigns and licensees.
24. Notice
ShiftGate may deliver notice to you under these Terms of Use by means of e-mail to the e-mail address on record in your Account, or a general notice on the Website.
25. Contact Us
If you have any questions about these Terms of Use or the practices of ShiftGate, please feel free to contact us at [email protected]
